Griffon Corporation to Sell Clopay Plastic Products to Berry Global for $475 Million

NEW YORK–(BUSINESS WIRE)–Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) has entered
into a definitive agreement to sell Clopay Plastic Products Company
(“Clopay Plastics”) to Berry Global Group, Inc. (NYSE:BERY) (“Berry
Global”) for $475 million in cash. The transaction is subject to
regulatory approval and customary closing conditions, and is expected to
close within the first calendar quarter of 2018.

“We are pleased to announce the sale of Clopay Plastics. This
transaction achieves our objectives of creating value for Griffon’s
shareholders while also providing enhanced opportunities for growth and
value creation for Clopay Plastics and its customers,” said Ronald J.
Kramer, Griffon’s Chief Executive Officer. “Clopay Plastics is a
well-recognized, trusted provider of specialty plastic films with a
strong management team and outstanding employees. We appreciate their
many years of contributions to Griffon, and know they will continue to
thrive as a part of Berry Global.”

The Company will discuss this transaction during its previously
scheduled conference call to discuss fourth quarter and full-year 2017
financial results on Thursday, November 16 at 8:30 am ET.

Goldman Sachs & Co. LLC is acting as financial advisor to Griffon for
this transaction, and Dechert LLP is acting as Griffon’s legal counsel.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform
Act of 1995: All statements related to, among other things, income
(loss), earnings, cash flows, revenue, changes in operations, operating
improvements, industries in which Griffon operates and the United States
and global economies that are not historical are hereby identified as
“forward-looking statements” and may be indicated by words or phrases
such as “anticipates,” “supports,” “plans,” “projects,” “expects,”
“believes,” “should,” “would,” “could,” “hope,” “forecast,” “management
is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,”
“opportunities,” the negative of these expressions, use of the future
tense and similar words or phrases. Such forward-looking statements are
subject to inherent risks and uncertainties that could cause actual
results to differ materially from those expressed in any forward-looking
statements. These risks and uncertainties include, among others: current
economic conditions and uncertainties in the housing, credit and capital
markets; the Griffon's ability to achieve expected savings from cost
control, integration and disposal initiatives; the ability to identify
and successfully consummate and integrate value-adding acquisition
opportunities; increasing competition and pricing pressures in the
markets served by Griffon’s operating companies; the ability of
Griffon’s operating companies to expand into new geographic and product
markets, and to anticipate and meet customer demands for new products
and product enhancements and innovations; reduced military spending by
the government on projects for which Griffon’s Telephonics Corporation
supplies products, including as a result of defense budget cuts and
other government actions; the ability of the federal government to fund
and conduct its operations; increases in the cost of raw materials such
as resin, wood and steel; changes in customer demand or loss of a
material customer at one of Griffon's operating companies; the potential
impact of seasonal variations and uncertain weather patterns on certain
of Griffon’s businesses; political events that could impact the
worldwide economy; a downgrade in the Griffon’s credit ratings; changes
in international economic conditions including interest rate and
currency exchange fluctuations; the reliance by certain of Griffon’s
businesses on particular third party suppliers and manufacturers to meet
customer demands; the relative mix of products and services offered by
Griffon’s businesses, which could impact margins and operating
efficiencies; short-term capacity constraints or prolonged excess
capacity; unforeseen developments in contingencies, such as litigation
and environmental matters; unfavorable results of government agency
contract audits of Telephonics Corporation; Griffon’s ability to
adequately protect and maintain the validity of patent and other
intellectual property rights; the cyclical nature of the businesses of
certain Griffon’s operating companies; and possible terrorist threats
and actions and their impact on the global economy. Such statements
reflect the views of the Company with respect to future events and are
subject to these and other risks, as previously disclosed in the
Company’s Securities and Exchange Commission filings. Readers are
cautioned not to place undue reliance on these forward-looking
statements. These forward-looking statements speak only as of the date
made. Griffon undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.

About Griffon Corporation

Griffon is a diversified management and holding company that conducts
business through wholly-owned subsidiaries. Griffon oversees the
operations of its subsidiaries, allocates resources among them and
manages their capital structures. Griffon provides direction and
assistance to its subsidiaries in connection with acquisition and growth
opportunities as well as in connection with divestitures. In order to
further diversify, Griffon also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially
attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is
incorporated in Delaware. Griffon is listed on the New York Stock
Exchanges and trades under the symbol GFF.

Griffon currently conducts its operations through two reportable
segments:

• Home & Building Products consists of three companies, The AMES
  Companies, Inc. (“AMES”), Clopay Building Products Company, Inc.
  (“CBP”) and ClosetMaid LLC (“ClosetMaid”):
• AMES, founded in 1774, is the leading U.S. manufacturer and a global
  provider of long-handled tools and landscaping products for homeowners
  and professionals.
• CBP, since 1964, is a leading manufacturer and marketer of residential
  and commercial garage doors and sells to professional dealers and some
  of the largest home center retail chains in North America.
• ClosetMaid, founded in 1965, is a leading North American manufacturer
  and marketer of closet organization, home storage, and garage storage
  products, and sells to some of the largest home center retail chains,
  mass merchandisers, and direct-to-builder professional installers.
• Telephonics Corporation, founded in 1933, is recognized globally as a
  leading provider of highly sophisticated intelligence, surveillance
  and communications solutions for defense, aerospace and commercial
  customers.

Classified as a discontinued operation, Clopay Plastic Products Company,
Inc., incorporated in 1934, is a global leader in the development and
production of embossed, laminated and printed specialty plastic films
for hygienic, health-care and industrial products and sells to some of
the world's largest consumer products companies.

For more information on Griffon and its operating subsidiaries, please
see the Company’s website at www.griffon.com.

Griffon evaluates performance and allocates resources based on each
segment's operating results before interest income and expense, income
taxes, depreciation and amortization, unallocated amounts (mainly
corporate overhead), restructuring charges, loss on debt extinguishment
and acquisition related expenses, as well as other items that may affect
comparability, as applicable ("Segment adjusted EBITDA", a non-GAAP
measure). Griffon believes this information is useful to investors for
the same reason.

The following table provides a reconciliation of Revenue and Segment
adjusted EBITDA for PPC for the trailing twelve months ended June 30,
2017 and is derived from our audited financial statements on form 10-K
for the year ended September 30, 2016, adding our financial statements
filed on Form 10-Q for the nine months ended June 30, 2017 and
subtracting our financial statements filed on Form 10-Q for the nine
months ended June 30, 2016:

Contacts

Company:
Griffon Corporation
Brian
G. Harris, 212-957-5000
SVP & Chief Financial Officer
or
Investor
Relations:
ICR Inc.
Michael
Callahan, 203-682-8311
Senior Vice President